oOh!media upgrades forecast on strong first half …2015/08/25 · The Directors of oOh!media...
Transcript of oOh!media upgrades forecast on strong first half …2015/08/25 · The Directors of oOh!media...
oOh!media Limited ABN 69 602 195 380 25 August, 2015
oOh!media upgrades forecast on strong first half results Out-Of-Home media company, oOh!media Limited (ASX: OML), today upgraded its EBITDA forecast for the year ending 31 December 2015 on strong first half results. Financial Highlights include: • Revenue $124.1m – up 6% on pcp • EBITDA $20.2m – up 51% on pcp • EBITDA margin 16.3% - up from 11.4% in pcp • Reported NPAT $3.8m – up 119% on pcp • Adjusted NPAT* $8.5m – up 124% on pcp • Adjusted EPS 5.7 cents per share – up 124% on pcp • Interim DPS fully franked of 2.8 cents per share • Operating cash flow $11.9m – up 36% on pcp • Net debt to EBITDA – 1.3 times, improvement of 41% • Strong balance liquidity to fund future growth • Digital revenues – 29% of group revenues (vs full year target of 30%) • FY 2015 EBITDA forecast upgraded from $48.6 million to a range of $53 - $55 million. oOh!’s Chief Executive Officer Brendon Cook said: “We have delivered a strong first half performance and made great progress executing against our strategy, particularly in rolling out our digital initiatives. This positions us well for long term growth while at the same time maintaining our audience reaching leadership position. “Importantly, by concentrating not only on top-line revenue growth but also on portfolio contract management and greater leveraging of our assets, we have delivered stronger EBITDA and NPATA growth of 51% and 124% respectively. “This has improved our EBITDA margin to 16.3% of sales in the first half, compared to 11.4% in the pcp.” oOh!’s digital infrastructure rollout is on track and the successful execution of its digital strategy resulted in digital revenue growing to 29% of group revenue for the six months ended 30 June 2015. This places the company in a strong position to meet and exceed the 30% target set for the 2015 full year. *Adjusted NPAT is defined as net profit after tax before amortisation and non-cash items such as impairments.
ASX & Media Release
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Mr Cook said: “With our existing network of assets, we are driving innovation by making investments to digitise major sites such as Bourke Street in Melbourne that are at the highest end of revenue generation per site in the industry. “Following from the success of our online products Hijacked.com.au and QView, we’re at the forefront of driving deeper consumer engagement through our recent launch of ShortPress, which targets small and medium businesses with our own content published online and via our Café and Fly digital assets. “This delivers an integrated 360 degree online/offline offering to major clients wanting to reach what is a unique and valuable audience. This ensures our focus is on long term digital strategy, not just a digital site strategy which is a key difference in our approach.” In the past six months, oOh!’s efforts on contract mix management has seen the rebalancing of its portfolio of contracts whilst also delivering a number of significant contract renewals, extensions of existing contracts and new contract wins to build a stronger sustainable margin. Mr Cook said: “oOh! is well positioned through our strong portfolio of both static and digital assets across Road, Fly, Retail and Place. We continue to be a leader in each of those operating environments. “Our Roadside inventory, with 1000 metropolitan and 3000 regional sites, continued to perform strongly while Retail also continued to grow through innovation delivered in partnership with existing and new shopping centre groups. “Our Fly division continued its solid growth performance due to our footprint at all major Australian airports and our Place based business, while still in its formative years, continued to deliver growth by providing advertisers ways to engage with targeted audiences.” The business maintains a strong balance sheet liquidity position to fund future growth and acquisition opportunities. Reflecting the strong first half performance, forward bookings and our current view of the market outlook, the company has upgraded its FY2015 EBITDA forecast to a range of $53-$55 million, up from Prospectus EBITDA forecast of $48.6 million. The Board has declared an interim fully franked dividend of 2.8 cents per share. The dividend will be paid on 23 September 2015 with an ex-dividend date of 31 August 2015.
- ends - Investor contact: Media contact: Peter McClelland John Hanrahan 02 9927 5562 02 8262 8904 [email protected] [email protected] About oOh!: oOh! specialises in providing clients with Unmissable creative media solutions that connect with more consumers while they are away from home. We do this through our diverse product offering across road, retail, airport, café, venue, study, social sports and experiential opportunities, throughout urban and regional Australia as well as OOH channels in New Zealand. oOh! also has the largest audience-reaching digital advertising network in Australia that when combined with our large static portfolio creates unmissable impact for brands.
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oOh!media Limited and its Controlled Entities 2015 Half Year Report
Details of the reporting period and the previous corresponding reporting period
Previous period: For the half year ended 30 June 2014
Results for announcement to the market
Change 30-Jun-15 30-Jun-14% $'000 $'000
Revenues from ordinary activities (1) Increased 6% 124,061 117,411
Increased 119% 3,813 (19,811)
Increased 120% 3,917 (19,850)
Adjusted EBITDA post IPO related transactions - Statutory (1) Increased 46% 20,182 13,834
Adjusted EBITDA post IPO related transactions - Pro forma (1) Increased 51% 20,182 13,334
Refer to the attached Director's Report and Operating and Financial Review for discussion of the results.
Dividend information
Interim 2015 dividend per share (to be paid 23 September 2015) 2.8 2.8 30%
Interim 2015 Dividend datesEx-dividend date
Record datePayment date
Net tangible assets 30-Jun-15 30-Jun-14
Net Tangible Assets per security (cents) 0.19 (2.14)
Net Assets per security (cents) 1.64 1.31
Audit qualification or review
The financial statements were subject to a review by the auditors and the review report is attached as part of the Interim Financial Report.
Attachments
The Interim Financial Report of oOh!media Limited and its controlled entities for the half year ended 30 June 2015 is attached.
oOh!media Limited and its Controlled Entities
ACN 602 195 380
Appendix 4D
Half Year Report
In accordance with the ASX Listing Rule 4.2A, the board and management of oOh!media Limited has enclosed an Appendix 4D for the half year
ended 30 June 2015.
Profit/(loss) from ordinary activities after income tax attributable to the members (1)
23 September 2015
Amount
per share
cents
Franked
amount
per share
cents
Tax rate for
franking
credit
31 August 2015
2 September 2015
Note 1: All of the above comparisons are on a statutory basis unless stated. The Operating and Financial Review and Financial Results presentation
includes comparisons to pro forma 2014 Results.
The Directors believe that the Pro forma presentation of results is a better indicator of underlying performance and differs from the Statutory
presentation. The Pro forma results reflect the effect of the operating and capital structure that was put in place at the time of the IPO and excludes
the costs of the IPO, one-off tax implications arising as a result of the IPO and other non-operating items which are not expected to occur in the
future.
Net Profit/(loss) from ordinary activities for the half year attributable to the members (1)
Results for announcement to the market
Reporting period: For the half year ended 30 June 2015
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oOh!media Limited and its Controlled Entities 2015 Half Year Report
Directors' report 1
Operating and Financial Review 2
Lead Auditor's Independence Declaration 7
Interim condensed consolidated financial statements
8
9
10
11
1. Reporting entity 12
2. Basis of accounting 12
3. Operating segments 13
4. Seasonality of operations 13
5. Initial Public Offering (IPO) related expenses 13
6. Finance costs 14
7. Share-based payments 14
8. Income tax 15
9. Capital and reserves 15
10. Financial instruments Clinton15
11. Related parties Clinton17
12. Business combinations 17
13. Subsequent events 17
Directors' declaration 18
Independent Auditor’s review report to the members of oOh!media Limited 19
Corporate directory 21
Table of Contents
General Information
The Half Year report covers oOh!media Limited as the consolidated entity and the entities it controlled. The Half Year report is presented in
Australian dollars which is the Company’s functional currency. The Company's registered office and principal place of business is:
Level 2, 76 Berry Street
North Sydney NSW 2060
The Half Year report was authorised for issue, in accordance with a resolution of the Directors.
Condensed consolidated statement of profit or loss and other comprehensive income
Condensed consolidated statement of financial position
Condensed consolidated statement of cash flows
Condensed consolidated statement of changes in equity
Notes to the condensed consolidated interim financial statements
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oOh!media Limited and its Controlled Entities 2015 Half Year Report
1. Principal activities
2. Operating and financial review
3. Matters subsequent to reporting date
4. Dividends
5. Directors
Appointed date Resignation date
7/10/2014 -
28/11/2014 -
28/11/2014 -
7/10/2014 -
7/10/2014 -
7/10/2014 -
22/05/2015 -
6. Auditor’s independence declaration
7. Rounding of amounts
The report is made in accordance with a resolution of Directors, pursuant to section 306(3)(a) of the Corporation Act 2001 .
Signed on behalf of the Directors.
25 August 2015
Sydney
Chairman
Michael Anderson
oOh!media Limited is Australia’s leading Out Of Home media company. The Group's activities include outdoor media, production and advertising in
Australia and New Zealand. oOh!media provides advertisers with access to one of the largest and most diverse Out Of Home audiences across its
national portfolio of Out Of Home advertising spaces throughout Australia and New Zealand, including:
– large format roadside billboards (Road);
– sites located in retail precincts such as shopping centres (Retail);
– sites in airport terminals and lounges (Fly); and
– sites in high dwell time environments such as cafés, pubs, universities and indoor social sports centres (Place).
Directors' report
Tony Faure Independent Non-Executive Director
The Directors of oOh!media Limited present their financial report for the half year ended 30 June 2015. The Half Year report includes the results of
oOh!media Limited (the "Company") and the entities (the "Group") that it controlled at the end of, or during the period.
The consolidated profit attributable to owners of the parent entity for the half year ended 30 June 2015 was $3,813,000 (30 June 2014: loss of
$19,811,000). A review of the operations of the Group for the half year ended 30 June 2015 is set out in the Operating and Financial Review, which
is attached and forms part of the Directors' Report.
At the date of this report, no matter or circumstance has arisen since 30 June 2015 that has significantly affected or may affect:
(a) the operations of the Group;
(b) the results of those operations in future financial years; or
(c) the Group's state of affairs in the future financial years.
The names of Directors who held office at any time during or since the half year ended 30 June 2015 and as at the date of this report:
Michael Anderson
An fully franked interim dividend of 2.8 cents per share amounting to $4,196,711 is recommended in respect to the half year ended 30 June 2015
(30 June 2014: nil) payable on 23 September 2015 to Shareholders on Register as at 2 September 2015.
Name of Directors Type of Director oOh!media Limited
The Company is a kind referred to in ASIC Class Order 98/100 dated 10 July 1998, issued by the Australian Securities and Investments
Commission, relating to the 'rounding off' of amounts in the Directors' Report. Amounts in the Directors' Report have been rounded off in
accordance with the Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar, unless otherwise stated.
The Lead auditor’s independence declaration as required under section 307C of the Corporations Act 2001 forms part of the directors’ report and is
attached in the following section.
Chairman and Independent Non-Executive Director
Patrick Rodden Alternate Director for Darren Smorgon
Darren Smorgon
Independent Non-Executive Director
Non-Executive Director
Geoffrey Charles Earl Wild
Brendon Jon Cook
Non-Executive Director
Executive Director
Debbie Goodin
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oOh!media Limited and its Controlled Entities 2015 Half Year Report
Introduction
Overview
Table 1: Financial Highlights: H12015 and Statutory and Pro Forma H12014
H12015 H12014 (%) H12014 (%)
124.1 116.9 6.1% 117.4 5.7%
20.2 13.3 51.4% 13.8 45.9%
8.5 3.8 123.7% (4.3) 299.0%
Notes to Table 1:
Table 2: Revenue, gross profit and operating expenditure: H12015 and Statutory and Pro Forma H12014
H12015 H12014 (%) H12014 (%)
124.1 116.9 6.1% 117.4 5.7%
(81.1) (82.0) 1.2% (82.5) 1.8%
43.0 34.9 23.2% 34.9 23.2%
34.6% 29.8% 16.1% 29.7% 16.6%
(22.8) (21.5) (5.8%) (21.0) (8.3%)
20.2 13.3 51.4% 13.8 45.9%
16.3% 11.4% 42.6% 11.8% 38.1%
Statutory Statutory(2)Pro Forma(2)
Statutory Pro Forma Statutory
1. Adjusted NPAT is defined as Net Profit After Tax before amortisation and non-cash items such as impairments. oOh!media’s Management
believes Adjusted NPAT is an important measure of the underlying earnings of the business due to the number of acquisitions undertaken during
historical periods which resulted in higher than normal amortisation, which represents a non-cash charge.
2. Table 6 reconciles H12014 Statutory and Pro Forma results.
Cost of media sites and production
Gross profit
Gross profit margin %
Total operating expenditure
EBITDA (pre-impairment charge)
EBITDA margin %
H12015 Gross Profit grew at 23.2% over H12014 reflecting growth in Digital revenue, favourable revenue mix between the key operating
divisions, the leveraging of fixed costs and the result of managed changes in the national concession and property mix to drive both top line and
business profitability. Advances in digital signage capability has allowed the business to optimise its portfolio without impacting oOh!media’s
national network cover.
Operating expenditure increased 5.8% over the prior comparable period as a result of timing differences on the recognition of the annual group
incentive scheme and investment in skillsets to support elements of the digital growth strategy. The combined impact of gross profit growth and
the leveraging of operating expenditures resulted in EBITDA growth of 51.4% and EBITDA margin improvement to 16.3% from 11.4% during the
prior comparable period.
Note: All of the above commentary references variances from H12015 to Pro Forma H12014.
Operating and Financial Review
The Directors are pleased to present the half year Operating and Financial Review (OFR) for oOh!media Limited (oOh!media).
The OFR is provided to assist shareholders’ understanding of oOh!media’s business performance and the factors underlying its results and
financial position. It complements the financial disclosures in the Interim Financial Report.
The OFR covers the period from 1 January 2015 to 30 June 2015 including the prior comparative period.
oOh!media completed an Initial Public Offering (IPO) on the Australian Securities Exchange on 17 December 2014. The OFR includes Pro Forma
numbers for H12014 prepared as presented in the Prospectus dated 5 December 2014.
The Directors believe that the Pro Forma presentation of results is a better indicator of underlying performance and differs from the Statutory
presentation. The Pro Forma results reflect the effect of the operating and capital structure that was put in place at the time of the IPO and
excludes the costs of the IPO, one-off tax implications arising as a result of the IPO and other non-operating items which are not expected to
occur in the future.
oOh!media has delivered solid financial results for the first half of FY2015. This performance is underpinned by an increase in profitability over
the prior comparable period and strong revenue growth across the operating divisions.
$'m Change Change
Revenue of $124.1 million was 6.1% above the prior period Pro Forma result of $116.9 million and 5.7% above Statutory revenue of $117.4
million.
Pro Forma EBITDA of $20.2 million was 51.4% above the prior period result of $13.3 million and 45.9% above Statutory EBITDA of $13.8 million.
Adjusted NPAT of $8.5 million was 123.7% above the prior period result of $3.8 million.
$'m Change Change
Revenue
Revenue
EBITDA (pre impairment charge)
Adjusted NPAT(1)
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Table 3: Summary of digital metrics
H12015 H12014 (%) H12014 (%)
6.1% 3.8% 60.9% 0.8% 682.1%
48.9% 28.0% 74.5% 28.0% 74.5%
29.0% 20.7% 40.3% 20.7% 40.3%
23,701 25,405 (6.7%) 25,405 (6.7%)
9,015 9,376 (3.9%) 9,376 (3.9%)
Divisional Performance
H12015 H12014 (%) H12014 (%)
50.4 48.1 4.7% 48.1 4.7%
40.6 37.4 8.6% 37.9 7.1%
26.2 22.2 18.2% 22.2 18.2%
4.8 4.2 14.4% 4.2 14.4%
122.0 111.9 9.0% 112.4 8.6%
2.0 5.0 (59.1%) 5.0 (59.1%)
124.1 116.9 6.1% 117.4 5.7%
Statutory Pro Forma Statutory
Operating and Financial Review
$'m Change Change
New Zealand
The New Zealand business’ revenues declined 59% over the prior year as a result of the Auckland Airport contract expiring in October 2014. The
business will commence a significant refresh and upgrade of its digital retail assets commencing in Q4 2015.
Fly
Place
Australia
New Zealand
Total revenue
All operating divisions made a significant contribution to the company’s financial performance and grew over the prior period with the exception of
New Zealand which was impacted by the completion of the Auckland Airport concession in October 2014. Revenue growth was in line with out of
home market growth, after adjusting for the exit from a number of less profitable contracts.
Road
The Road division revenue grew 4.7% over prior year notwithstanding the end of a number of less profitable agreements in line with our planned
rebalancing of the national network. The underlying business grew strongly with the roll out of the landmark digital sites performing to business
case and the regional road business also achieving solid growth on robust organic performance.
Retail
The Retail division achieved revenue growth of 8.6% over the prior period. This was a strong achievement as 2014 includes revenue from the
Westfield concession, which ceased at the end of 2014. When normalised for the Westfield business, this strong underlying growth reflected the
rollout and performance of a significant new national platform of digital assets into shopping centres and expansion of our national shopping
centre network.
Fly
The Fly division grew strongly during H12015 achieving an 18.2% increase. Growth was driven by the establishment of the national Qantas
Lounges business launched during the second half of 2014, and the national digital fly network which continued to be instrumental in attracting
key clients with marquee branding campaigns to airport environments.
Place
The Place division achieved revenue growth over the prior period of 14.4%. Growth was driven by strong performance of the Hijacked study
social media product into universities and a particularly strong 2nd quarter trend across the café and venue environments.
$'m Change Change
Road
Retail
Revenue growth
Digital revenue growth
Digital media revenue as % of total revenue
Active faces
Digital active faces
Table 3 highlights the key measures indicating the progress of oOh!media’s comprehensive digital asset strategy. Digital revenue growth
accelerated to 48.9% over H12015, reflecting the continued rollout and conversion of digital assets across the business. Digital media revenue
as a per cent of total revenue for the H12015 period increased to 29% against a prior year result of 20.7%. Digital and total active faces declined
over the prior comparable period largely due to the end of the Westfield concession and the continued rollout of digital assets across the
business is expected to return faces to a growing position by the end of FY 2015 as presented in the Prospectus.
Statutory Pro Forma Statutory
Table 4: Revenue by division: H12015 and Statutory and Pro Forma H12014
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Other Costs Discussion
Table 5: Other costs: H12015 and Statutory and Pro Forma H12014
H12015 H12014 (%) H12014 (%)
20.2 13.3 51.4% 13.8 45.9%
(6.1) (7.4) 17.2% (7.4) 17.2%
(4.7) (4.4) (5.2%) (4.4) (5.2%)
9.4 1.5 517.3% 2.0 364.9%
(1.8) (2.2) 15.7% (11.3) 83.8%
- (11.1) 100.0% (11.1) 100.0%
7.6 (11.8) 164.5% (20.4) 137.2%
(3.8) - - 0.6 (781.7%)
3.8 (11.8) 132.4% (19.8) 119.2%
4.7 4.4 5.2% 4.4 5.2%
- 11.1 100.0% 11.1 100.0%
8.5 3.8 123.7% (4.3) 299.0%
Notes to 5:
Adjusted NPAT
1.Net finance costs as presented on Table 5 are the net costs to the business for interest expense on debt, cash and cash equivalent facilities.
Net finance costs as presented on Table 6 is the reconciling difference between the amounts presented in the Statutory and Pro Forma results.
Additional information on the key drivers of costs below EBITDA that have had an impact on Statutory and Pro Forma NPAT and adjusted NPAT
are outlined below.
Depreciation
Depreciation was $6.1 million for H12015, a decrease of $1.3 million over the prior year. The main driver of the reduced cost to prior year was the
half year impairment of non-digital assets in FY 2014.
Amortisation
Amortisation was $4.7 million for H12015, an increase of $0.3 million over H12014. The increased amortisation was related to acquisitions
completed at the end of 2014 and during the first half of 2015.
Net finance costs
Net finance costs were $1.8 million, a decrease of $9.5 million over the Statutory H12014 expense. The decrease over the prior comparable
period was a result of lower indebtedness as a result of the IPO completed in December 2014.
Net financing costs decreased $0.4 million over Pro Forma H12014 reflecting lower indebtedness the business used cash flow generated by
operations to reduce its borrowings. Pro Forma interest costs reflect the estimated interest costs of the capital structure following the IPO which
resulted in lower levels of debt funding and lower interest rates than under the Statutory capital structure.
Impairment charge
The prior year impairment charge of $11.1 million, included $4.6m of Goodwill and Intangibles in New Zealand that were deemed to have been
impaired due to the end of a related contract and $6.5m in Australia in relation to Plant and Equipment.
Income Tax Expense
Income tax expense of $3.8 million was accrued during H12015 to reflect expected tax liabilities in respect of the current period’s profit before
tax.
Impairment charge
Profit/(loss) before tax
Income tax (expense)/benefit
Net Profit After Tax ("NPAT")
Add: Amortisation
Add: Impairment charge
EBITDA (pre-impairment charge)
Depreciation
Amortisation
EBIT
Net finance costs (1)
Operating and Financial Review
$'m Change ChangeStatutory Pro Forma Statutory
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H12014
117.4
(0.5)
116.9
(19.8)
0.1
(0.6)
9.1
1.9
(2.5)
(11.8)
30-Jun-15 31-Dec-14
5.7 20.2
59.6 52.2
0.1 1.7
0.7 0.2
5.8 11.4
71.8 85.8
68.6 62.4
217.0 217.6
0.3 0.3
8.1 9.8
293.9 290.1
365.8 375.9
30.5 26.5
0.2 0.2
2.1 2.3
5.8 8.8
38.7 37.8
66.7 81.7
14.3 14.7
0.2 0.1
81.2 96.4
119.9 134.3
245.8 241.6
283.6 283.6
25.0 24.6
(62.5) (66.4)
(0.2) (0.1)
245.8 241.6
Share capital
Reserves
Accumulated losses
Non-controlling interest
Total equity
Borrowings
Provisions
Derivative liability interest rate swaps
Total non-current liabilities
Total liabilities
Net assets
Total assets
Trade and other payables
Borrowings
Deferred consideration
Provisions
Total current liabilities
Total current assets
Property, plant and equipment
Intangible assets and goodwill
Investments in equity-accounted investees
Deferred tax asset
Total non-current assets
Cash and cash equivalents
Trade and other receivables
Income tax receivable
Inventories
Other assets
Prior period tax asset writeoff
Income tax impact
Pro forma NPAT
Table 6 provides a reconciliation of movements from Statutory to Pro Forma results for revenue and NPAT. The objective of the adjustments are
to re-state the H12014 Statutory results as if the operating and capital structure following the IPO in December 2014 had been in place from the
beginning of the financial year and also to remove the effect of one-off costs associated with the business preparing and transitioning to a
publicly listed entity.
Pro Forma EBITDA for the 6 months to June 2014 has been adjusted to reflect public company costs and the discontinued operations which
reduces Statutory EBITDA from $13.8m to $13.3m.
Review of Financial Position
Table 7 compares the balance sheet financial position as at 30 June 2015 with the position as at 31 December 2014. Table 8 presents the
components of net indebtedness credit and liquidity ratios as at 30 June 2015 and for comparative purposes as at 31 December 2014.
The balance sheet as at 30 June 2015 shows a strong financial position. At 30 June 2015 the Net Assets of the Group were $245.8 million, an
increase of $4.2 million over 31 December 2014.
$'m Statutory Statutory
Discontinued operations
Pro forma revenue
Statutory NPAT
Discontinued operations
Listed public company costs
Net finance costs
Table 7: Statement of financial position: Statutory as at 30 June 2015 and 31 December 2014
Operating and Financial Review
$'m
Statutory revenue
Table 6: Pro Forma adjustments to Statutory results for H12014 revenue and NPAT
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30-Jun-15 31-Dec-14
66.9 81.9
(5.7) (20.2)
61.2 61.7
1.3x 1.5x
14.2x 11.0x
19.9% 20.3%
1.9x 2.3x
H12015 H12014 (%)
20.2 13.8 45.9%
(1.7) (6.1) 72.0%
(6.6) 1.1 (625.7%)
11.9 8.7 36.0%
(10.3) (5.8) (78.2%)
(0.6) - -
0.9 2.9 (68.7%)Net cash flow before financing
Net cash from operating activities ended the H12015 period $3.2 million or 36% higher than the prior comparable period. The increase in net
cash flow was primarily of a higher EBITDA performance and lower interest and tax payments. Net working capital movements during H12015
were impacted by make good payments and the timing of concession payments.
Net cash flow before financing decreased 68.7% versus the prior comparable period as a result of a 78.2% increase in capital expenditure. The
increase in capital expenditure reflected the continued investment in digital signage primarily in the road and retail channels.
Table 9: Statement of cash flows: Statutory H12015 and H12014
EBITDA (pre-impairment charge)
Interest and income tax (included in net cash from operating activities)
Net change in working capital and non-cash items
Net cash from operating activities
Capital Expenditure
Acquisitions
Current Ratio
The current ratio declined from 2.3x as at 31 December 2014 to 1.9x as at 30 June 2015 primarily due to cash balances used to reducing the
borrowings balance. The flexibility of oOh!media’s financing facilities allows the business to draw on the funds as required.
Net total indebtedness ended the H12015 period at $61.2 million or $0.5 million lower than the 31 December 2014 position. As a result of the
stable level of net total indebtedness relative to the increasing EBITDA performance, the credit ratios as at 30 June 2015 reflect an improvement
over the December position.
oOh!media maintains headroom against the financial covenants of its debt facility agreement.
$'m Statutory Statutory Change
Borrowings
Cash and cash equivalents
Net total indebtedness
Net debt / EBITDA
EBITDA / net finance costs
Net debt / (net debt + equity)
Cash and cash equivalents declined by $14.5 million with available cash being used to pay down borrowings.
Trade and other receivables increased over the year end 2014 position as June 2015 balances reflect the billing of two lunar periods (standard
media billing period) compared to December 2014 which reflects a single lunar period.
The decline in Other assets is a result of the December 2014 position including acquisition deposits which were subsequently reallocated to
Intangible assets and goodwill, and Property, plant and equipment.
Trade and other payables increased at June 2015 compared to the December 2014 position as they include the unearned income component of
the double lunar billings relating to future periods.
Current provisions declined due to the payment of make good costs on expired contracts.
Property, plant and equipment (net of accumulated depreciation) increased due to acquisitions and investment in the rollout of road and retail
digital assets.
Table 8: Net indebtedness, credit and liquidity ratios metrics: Statutory as at 30 June 2015 and 31 December 2014
$'m Statutory Statutory
Operating and Financial Review
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Notes 30-Jun-15 30-Jun-14
$'000 $'000
3 124,061 117,411
(81,086) (82,532)
42,975 34,879
(17,251) (14,615)
(64) (96)
(10,769) (11,810)
(468) (599)
(1,138) (1,051)
(947) (1,304)
- (11,119)
IPO related expenses 5 584 (90)
(3,509) (3,289)
9,413 (9,094)
5 12
6 (1,834) (11,282)
(1,829) (11,270)
- -
7,584 (20,364)
8 (3,771) 553
3,813 (19,811)
3,917 (19,850)
(104) 39
3,813 (19,811)
(143) -
116 (93)
3,786 (19,904)
3,890 (19,943)
(104) 39
Total comprehensive income for the period 3,786 (19,904)
0.03 (0.31)
0.03 (0.31)
The above condensed consolidated statement of profit or loss and comprehensive income should be read in conjunction with the accompanying notes.
for the half year ended 30 June 2015
Revenue from continuing operations
Cost of media sites and production
Gross profit
Employee benefits expense
Consultancy fees
Depreciation and amortisation expense
Legal and professional fees
Other property related costs
Impairment losses
Advertising and marketing expenses
Other expenses
Operating profit/(loss)
Net finance costs
Share of profit of equity-accounted investees, net of tax
Consolidated
Profit/(loss) for the period
Net Profit/(loss) is attributable to:
Profit/(loss) for the period
Finance income
Finance costs
Condensed consolidated statement of
profit or loss and other comprehensive income
Non-controlling interest
Earnings per share
Basic earnings/(loss) per share (cents)
Diluted earnings/(loss) per share (cents)
Items that may be subsequently classified to profit or loss:
Effective portion of changes in fair value of cash flow hedges, net of tax
Foreign currency translation differences
Other comprehensive income for the period, net of tax
Equity holders of oOh!media Limited
Total comprehensive income for the period is attributable to:
Other comprehensive income for the period
Non-controlling interest
Equity holders of oOh!media Limited
Profit/(loss) before income tax
Income tax (expense)/benefit
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Notes 30-Jun-15 31-Dec-14
$'000 $'000
ASSETS
Current assets
10 5,693 20,197
10 59,585 52,237
108 1,699
Inventories 684 234
Other assets 5,752 11,440
Total current assets 71,822 85,807
Non-current assets
68,598 62,387
216,976 217,587
304 304
8,054 9,816
Total non-current assets 293,932 290,094
Total assets 365,754 375,901
LIABILITIES
Current liabilities
10 30,534 26,508
Borrowings 204 216
10 2,135 2,323
Provisions 5,818 8,785
Total current liabilities 38,691 37,832
Non-current liabilities
Borrowings 66,690 81,663
Provisions 14,300 14,677
10 236 94
Total non-current liabilities 81,226 96,434
Total liabilities 119,917 134,266
Net assets 245,837 241,635
EQUITY
Share capital 9 283,585 283,585
Reserves 24,955 24,566
Accumulated losses (62,487) (66,404)
(216) (112)
Total equity 245,837 241,635
TRUE
as at 30 June 2015
Condensed consolidated statement of
financial position
Non-controlling interest
The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.
Derivative liability interest rate swaps
Consolidated
Cash and cash equivalents
Trade and other receivables
Income tax receivable
Property, plant and equipment
Intangible assets and goodwill
Equity-accounted investees
Deferred tax asset
Trade and other payables
Deferred consideration
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Note 30-Jun-15 30-Jun-14
$'000 $'000
136,814 130,078
(123,205) (115,190)
13,609 14,888
(1,614) (4,607)
(106) (1,537)
Net cash from operating activities 11,889 8,744
(10,213) (5,721)
(119) (75)
(450) -
(188) -
Net cash used in investing activities (10,970) (5,796)
- 385
- (125)
21,500 11,790
Payment of transaction costs related to IPO (370) -
- (16,234)
(36,500) -
(53) (80)
(15,423) (4,264)
(14,504) (1,316)
20,197 15,503
10 5,693 14,187Cash and cash equivalents at end of period
The above condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Repayment of borrowings
Payment of lease liabilities
Net cash from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Payment of transaction costs related to loans and borrowings
Cash flows from financing activities
Proceeds from issue of shares
Payments for buyback of shares
Proceeds from borrowings
for the half year ended 30 June 2015
Deferred consideration paid
Consolidated
Cash flows from operating activities
Receipts from customers (inclusive of Goods and Services Tax)
Payments to suppliers and employees (inclusive of Goods and Services Tax)
Cash generated from operations
Interest paid
Income tax paid
Cash flows from investing activities
Payments for acquisition of property, plant and equipment
Payment for acquisition of intangible assets
Payment for acquisition
Condensed consolidated statement of
cash flows
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$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Consolidated
Balance at 1 January 2014 142,072 115 - - 1,082 (41,617) (114) 101,538
Total comprehensive income for the period:
Loss for the period after income tax - - - - - (19,850) 39 (19,811)
Other comprehensive income: -
- (93) - - - - - (93)
Total comprehensive loss for the period - (93) - - - (19,850) 39 (19,904)
Transactions with owners, recorded directly in equity:
Issue of ordinary shares 385 - - - - - - 385
Buyback of ordinary shares (125) - - - - - - (125)
Equity-settled share-based payment transactions - - - - 619 - - 619
Total transactions with owners 260 - - - 619 - - 879
Balance at 30 June 2014 142,332 22 - - 1,701 (61,467) (75) 82,513
Consolidated
Balance at 1 January 2015 283,585 - 18,408 (93) 6,251 (66,404) (112) 241,635
Total comprehensive income for the period:
Profit/(loss) for the period after income tax - - - - - 3,917 (104) 3,813
Other comprehensive income:
Effective portion of changes in fair value of cash flow hedges, net of tax - - - (143) - - - (143)
- 116 - - - - - 116
Total comprehensive income/(loss) for the period - 116 - (143) - 3,917 (104) 3,786
Transactions with owners, recorded directly in equity:
Issue of ordinary shares - - - - - - - -
Buyback of ordinary shares - - - - - - - -
Equity-settled share-based payment transactions - - - - 416 - - 416
Total transactions with owners - - - - 416 - - 416
Balance at 30 June 2015 283,585 116 18,408 (236) 6,667 (62,487) (216) 245,837
(1) The other equity reserve represents the difference between the issued capital in Outdoor Media Investments Limited (OMI) and the consideration paid to acquire OMI on 18 December 2014. The transaction was
accounted for as a common control transaction as disclosed in the annual financial statements for the year ended 31 December 2014.
Exchange differences on translation of foreign operations
Exchange differences on translation of foreign operations
The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Contributed
equity
Foreign
currency
translation
reserve
Other equity
reserve (1)
Cash flow
hedge
reserve
Share-based
payments
reserve
Accumulated
losses
Non-
controlling
interest
Total equity
for the half year ended 30 June 2015
Condensed consolidated statement of
changes in equity
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1. Reporting entity
2. Basis of accounting
(a) Statement of Compliance
(b) Use of judgements and estimates
An internal restructure took place in connection with the listing of oOh!media Limited (OML) on 17 December 2014. This resulted in a newly
incorporated company OML. The acquisition of Outdoor Media Investments Limited (OMI) and its subsidiaries by OML completed on 18 December
2014. This resulted in OML becoming the ultimate parent of the OMI group. The Directors elected to account for the restructure as a capital
reorganisation rather than a business combination. In the Directors’ judgement, the continuation of the existing accounting values is consistent with
the accounting that would have occurred if the assets and liabilities had already been in a structure suitable to IPO and most appropriately reflects
the substance of the internal restructure.
As such, the consolidated financial statements of the new OML Group have been presented as a continuation of the pre-existing accounting values
of assets and liabilities in OMI’s financial statements.
The Half Year report represents the consolidated results, for the OML Group, for the period 1 January 2015 to 30 June 2015.
The comparative information presented in the Half Year report represents the financial position of OML as at 31 December 2014 and OMI's
performance for the period 1 January 2014 to 30 June 2014.
These condensed consolidated interim financial statements were approved and authorised for issue by the Company's Board of Directors on 25
August 2015.
oOh!media Limited (the "Company") is a company domiciled in Australia. These condensed consolidated interim financial statements ('interim
financial statements') as at and for the half year ended 30 June 2015 comprises the Company and its subsidiaries (collectively referred to as 'the
consolidated entity', 'oOh!media' or ‘Group’). The Group is primarily involved in outdoor media, production and advertising.
These interim financial statements for the half year ended 30 June 2015 has been prepared in accordance with the Corporations Act 2001 and
Australian Accounting Standards AASB 134 Interim Financial Reporting , which include Australian equivalents to International Financial Reporting
Standards (AIFRS).
These Interim financial statements do not include all the information required for a complete set of IFRS annual financial statements. However,
selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's
financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2014.
The accounting policies adopted in the preparation of this Half Year Report are consistent with those applied and disclosed in the 31 December
2014 Annual Report, unless otherwise stated.
In preparing these interim financial statements, management has made judgements, estimates and assumptions that affect the application of the
Group's accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were
the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2014.
Notes to the condensed consolidated
interim financial statements
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3. Operating segments
(a) Basis for segmentation
The Group operates as a single segment providing a range of out of home advertising solutions.
(b) Information about reportable segments
30-Jun-15 30-Jun-14
$'000 $'000
External Revenues*
Road 50,374 48,197Retail 40,605 37,860Fly 26,234 22,196Place Based Media 4,805 4,171New Zealand 2,043 4,987
124,061 117,411
*All revenues excluding New Zealand have been generated in Australia.
30-Jun-15 30-Jun-14
$'000 $'000
Adjusted EBITDA 19,598 13,924
(c) Reconciliation of information on reportable segments to IFRS measures
30-Jun-15 30-Jun-14
$'000 $'000
Adjusted EBITDA pre IPO related transactions 19,598 13,924IPO Related credits/(expenses) 584 (90)Adjusted EBITDA post IPO related transactions 20,182 13,834Share of profit of equity-accounted investees, net of tax - - Amortisation (4,662) (4,433)Depreciation (6,107) (7,376)Impairment of non-current assets - (11,119)Net finance costs (1,829) (11,270)Profit/(loss) before income tax 7,584 (20,364)
4. Seasonality of operations
5. Initial Public Offering (IPO) related expenses
30-Jun-15 30-Jun-14
$'000 $'000
Stamp Duty adjustment credit 584 - Professional fees expense - (90)
584 (90)
The company completed an initial public offering in December 2014. In preparation for the offering, estimates were made in respect of certain costs
associated with the transaction. These estimates were adjusted in the half year to June 2015 to reflect actual costs incurred.
The comparative has been restated in line with the EBITDA definition applied in the Annual Report for the year ended 31 December 2014.
The Group’s operational results are subject to seasonal fluctuations as media spend is typically stronger in the second half of the calendar year. In
particular, the Retail component of the business benefits from media spend leading up to the Christmas period. The Group attempts to minimise the
seasonal impact through promoting the outdoor medium throughout the year. However, the first half of the year typically results in lower revenues
and profitability.
Key information relating to the Group's financial performance detailed below and as included in management reports reviewed by the Group's chief
operating decision maker (Board). Adjusted EBITDA is used to measure performance because management believe it is the most relevant in
assessing the financial performance of the segment. Non-operating items including IPO costs are added back.
Notes to the condensed consolidated
interim financial statements
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6. Finance costs 30-Jun-15 30-Jun-14
$'000 $'000
Interest expense on borrowings 1,727 10,678Interest on finance leases 14 18Other interest expense 93 586
1,834 11,2827. Share-based payments
Description of the share-based payment arrangements
(a) Long-term incentive plan - performance rights
The key terms of these grants and assumptions in the calculation of the grant date fair value are outlined below:
Tranche 1 17-Dec-14 15-Feb-18 839,378Tranche 2 17-Dec-14 15-Apr-16 269,430Total performance rights 1,108,808
Measurement of fair values
Fair value of performance rights and assumptions
Tranche #1
Share price at grant date $1.93Fair value at grant date $1.73Exercise price NilExpected volatility* 20% to 25%Expected life 3 yearsExpected dividends 3.0% to 3.5%Risk-free interest rate (based on government bonds) 2.74%Tranche #2
Share price at grant date $1.93Fair value at grant date $1.84Exercise price NilExpected volatility* 30% to 35%Expected life 1.25 yearsExpected dividends 3.0% to 3.5%Risk-free interest rate (based on government bonds) 2.53%
Reconciliation of performance rights
The number of performance rights on issue during the half year ended 30 June 2015 is illustrated below:
30-Jun-15 30-Jun-15
Outstanding at 1 January 1,108,808 2,140,000$ Outstanding at 30 June 1,108,808 2,140,000$ Exercisable at 30 June - -
The Group did not issue any further performance rights that entitle senior executives to acquire shares in the Company in the half year to 30 June
2015.
Performance rights granted to senior executives are as follows: Grant
date
Vesting
date
Number of
instruments
The Company did not issue any further performance rights for the half year ended 30 June 2015. Accordingly the information presented below is in
respect of grants of performance rights to employees in prior periods. As the performance right entitles the holder of the right to receive a share for
no consideration at a future date, the exercise price is considered to be nil.
Notes to the condensed consolidated
interim financial statements
The fair value of the share-based payment plans was measured based on the Binomial model. The inputs used in the measurement of the fair
values at grant date of the equity-settled share-based payment plans were as follows:
Number of
rightsFace Value
* Given the Company did not have recent trading history at grant date, it was not possible to observe the historic volatility of the Company's share
price. Accordingly the historic volatility of the share prices of comparable companies over periods consistent with the relevant vesting periods were
considered.
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8. Income tax
Tax recognised in profit or loss 30-Jun-15 30-Jun-14
$'000 $'000
Current tax expense/(benefit) 3,771 (553)
Reconciliation of effective tax rate 30-Jun-15 30-Jun-14
$'000 $'000
Profit/(loss) before tax 7,584 (20,364)Income tax at 30% (2014: 30%) 2,275 (6,109)Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Effect of tax rates in foreign jurisdictions (4) 9Non-deductible expenses 1,404 3,355Adjustments for current tax of prior periods 96 2,231Other - (39)Tax expense/(benefit) recognised in the profit or loss 3,771 (553)
9. Capital and reserves
(a) Share Capital
Issued and paid up share capital 2015 2014 30-Jun-15 31-Dec-14
Number Number $'000 $'000
of shares of shares
Issued and paid up share capital 149,882,534 149,882,534 283,585 283,585
Interim 2015 Dividend 2.8 4,196,711
Accounting classifications and fair values
Fair values vs carrying amounts
The fair values of financial assets and liabilities, together with the carrying amounts shown in the statement of financial position are as follows:
Consolidated
$'000 $'000 $'000 $'000
Cash and cash equivalents 5,693 - 5,693 5,693Trade and other receivables 59,585 - 59,585 59,585
65,278 - 65,278 65,278
Bank loan 67,000 - 67,000 67,000Deferred consideration 2,135 - 2,135 2,135Interest rate swaps - 236 236 236Finance lease liabilities 240 - 240 240Trade and other payables 30,534 - 30,534 30,534
99,909 236 100,145 100,145
(b) Equity - dividends
An fully franked interim dividend of 2.8 cents per share amounting to $4,196,711 is recommended in respect to the half year ended 30 June 2015
(30 June 2014: nil) payable on 23 September 2015 to Shareholders on Register as at 2 September 2015.
The Company does not have authorised capital or par value in respect of its issued shares. All issued shares are fully paid. The holders of these
shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at general meetings of the Company.
Notes to the condensed consolidated
interim financial statements
Fair valueLoans and
receivables
Designated
at fair value
Total
carrying
amount
Total
amount
$'000
Cents per
sharePayment Date
23 September 2015
10. Financial instruments
30 June 2015
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Accounting classifications and fair values (continued)
Fair values vs carrying amounts (continued)
Consolidated
$'000 $'000 $'000 $'000
Cash and cash equivalents 20,197 - 20,197 20,197Trade and other receivables 52,237 - 52,237 52,237
72,434 - 72,434 72,434
Bank loan 82,000 - 82,000 82,000Deferred consideration 2,323 - 2,323 2,323Interest rate swaps - 94 94 94Finance lease liabilities 293 - 293 293Trade and other payables 26,508 - 26,508 26,508
111,124 94 111,218 111,218
Interest rates used for determining fair value
30-Jun-15 31-Dec-14
Interest rate swaps 2.4% 2.4%-7.1% Bank loan 3.6% 4.1%-6.8% Borrowings from related party n/a 12.0%Leases 8.2%-13.2% 8.2%-13.2% Deferred consideration n/a 7.3%
Fair values hierarchy
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Consolidated
$'000 $'000 $'000 $'000 $'000 $'000
Interest rate swaps 236 - 236 94 - 94
236 - 236 94 - 94
Valuation techniques
The following table shows the valuation techniques used in measuring Level 2 fair values:
Type Valuation technique and inputsInterest rate swaps
10. Financial instruments (continued)
30 June 2015 31 December 2014
The fair value of interest rate swaps is determined as the present value of future
contracted cash flows and credit adjustments. Cash flows are discounted using
standard valuation techniques at the applicable market yield, having regard to the
timing of the cash flows.
Designated
at fair value
Level 1
Total
carrying
amount
31 December 2014
Notes to the condensed consolidated
interim financial statements
Fair value
The interest rates used to discount estimated cash flows, where applicable, are based on the government yield curve at the end of the reporting
period plus an appropriate credit spread, and were as follows.
Carrying
value
Loans and
receivables
Carrying
value
Level 2Level 1 Level 2
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly
The table below analyses financial instruments carried at fair value, by the levels in the fair value hierarchy. The different levels have been defined
as follows. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a
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11. Related parties
(a) Parent entity and ultimate controlling party
(b) Transactions with the shareholder related parties
30-Jun-15 30-Jun-14 30-Jun-15 31-Dec-14
$'000 $'000 $'000 $'000Sale of media and services
WPP
Revenue (i) 20,837 19,741 - - Receivables (i) - - 10,963 7,639
ExpensesCHAMP III Funds
Interest expense (ii) - 3,029 - -
WPPInterest expense (ii) - 757 - -
12. Business combinations
(i) Independent Outdoor Media Pty Limited
Details of the purchase consideration, the net assets acquired are as follows:
Purchase Consideration 2015
$'000
Cash paid during the full year ended December 2014 5,450Cash paid during the half year ended June 2015 450
5,900
The fair values of the identifiable assets and liabilities acquired by the Company are as follows:
$'000
Property, plant and equipment 1,968Intangible asset 3,932Net identifiable assets acquired 5,900
13. Subsequent events
The parent entity within the group is oOh!media Limited as at 30 June 2015. The CHAMP III Funds collectively own 32.2% of oOh!media Limited.
WPP owns 8.6% of oOh!media Limited. Prior to the IPO on 17 December 2014 the CHAMP III Funds collectively owned 75.7% and WPP 20.3%.
No matter or circumstance at the date of this report has arisen since 30 June 2015 that has significantly affected or may affect:
(a) the operations of the Group;
(b) the results of those operations in future financial years; or
(c) the Group's state of affairs in the future financial years.
Balance outstanding
(i) All sales with related parties are on an arm's length basis and are subject to commercial trading terms and conditions. Outstanding balances with
these related parties are to be settled in cash within two months of the end of the reporting period. None of the balances are secured.
(ii) All loans with related parties are subject to interest charges. On 18 December 2014 Loans Payable to related parties were paid out in full.
Transaction value for the 6
months ended
Revenue recognised in the Statement of Profit or Loss in the half year ended June 2015, for the six month period since the completion of the
acquisition of Independent Outdoor Media Pty Limited is $1,514,000.
The Group agreed to acquire certain assets from Independent Outdoor Media Pty Limited on 2 October 2014 for consideration of $5,900,000. This
transaction was completed on 1 January 2015.
Notes to the condensed consolidated
interim financial statements
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In the opinion of the directors of oOh!media Limited (‘the Company’) and its controlled entities ("the Group"):
(a)
(i)
(ii)
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the directors.
Michael Anderson
Chairman
Sydney
Directors' declaration
25 August 2015
the Interim condensed consolidated financial statements and notes of oOh!media Limited for the half year ended 30 June 2015, set out
on pages 8 to 17, are in accordance with the Corporations Act 2001, including:
giving a true and fair view of the Group’s financial position as at 30 June 2015 and of its performance for the half year ended
on that date; and
complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations
2001 ; and
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STOCK EXCHANGE LISTING
ACN: 602 195 380 SHARE REGISTRY
DIRECTORS Address
Link Market Services Limited
Michael Anderson Level 12, 680 George Street
Chairman and Independent Non-Executive Director Sydney NSW 2000
Telephone
Tony Faure (Australia) 1800 502 355
Independent Non-Executive Director (International) +61 2 8280 7670
Debbie Goodin [email protected]
Independent Non-Executive Director Website
www.linkmarketservices.com.au
Darren Smorgon
Non-Executive Director AUDITORS
Geoffrey Charles Earl Wild KPMG
Non-Executive Director 10 Shelley Street
Sydney NSW 2000
Brendon Jon Cook
Executive Director
Patrick Rodden
Alternate Director for Darren Smorgon
COMPANY SECRETARY
Michael Egan
REGISTERED OFFICE
Address
Level 2, 76 Berry Street
North Sydney NSW 2060
Telephone
+61 2 9927 5555
Website
www.oohmedia.com.au
The shares of oOh!media Limited are listed by ASX Ltd on the Australian Securities Exchange trading under the ASX Listing Code "OML".
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